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ePlus inc. is calling a 2026 Annual Meeting on September 10, 2026 to vote on four items: electing nine directors, an advisory approval of named executive officer pay, ratifying Deloitte & Touche LLP as auditor for the year ending March 31, 2027, and approving an Authorized Share Increase raising common stock authorization from 50 million to 75 million shares.
The board is majority independent, with separate Board Chair and CEO roles and fully independent Audit, Compensation, and Nominating and Corporate Governance Committees. As of July 17, 2026, there were 26,113,418 shares of common stock outstanding; major holders include BlackRock, River Road, Dimensional Fund Advisors, and Vanguard.
Executive pay emphasizes performance-based incentives. For fiscal 2026, annual cash bonuses were tied to consolidated net sales, earnings before taxes, and services gross profit; strong results on the first two metrics produced payouts of up to 200% of target for senior executives. Over the past five fiscal years, the company returned over $127 million to shareholders through stock repurchases and cash dividends, and recently increased its quarterly dividend from $0.25 to $0.27 per share.
Dimensional Fund Advisors LP, a Delaware limited partnership and registered investment adviser, reports beneficial ownership of 1,368,044 shares of ePlus Inc common stock, representing 5.2% of the class. It has sole voting power over 1,338,572 shares and sole dispositive power over 1,368,044 shares, with no shared voting or dispositive power.
The shares are owned by underlying investment companies, commingled funds, group trusts and separate accounts it advises (the Funds). Dimensional may be deemed a beneficial owner because it exercises voting and/or investment power, but it disclaims beneficial ownership and states that no individual Fund holds 5% or more of the class.
ePlus inc. plans its 2026 Annual Meeting of Shareholders for September 10, 2026, in Herndon, Virginia, for holders of common stock as of July 17, 2026. Shareholders will vote on electing nine directors, an advisory approval of named executive officer pay, ratifying Deloitte & Touche LLP as auditor for the year ending March 31, 2027, and approving an amendment to increase authorized common stock from 50 million to 75 million shares, raising total authorized capital stock to 77 million.
The board is majority independent, with 8 of 9 directors meeting Nasdaq independence standards and all three standing committees composed entirely of independent directors. Two new directors, Michael J. Portegello and John M. Lutz, joined in 2026, bolstering audit and technology expertise. Executive pay emphasizes performance-based incentives tied to net sales, earnings before taxes, and services gross profit; fiscal 2026 results produced maximum cash incentive payouts for the CEO, CFO and COO at 200% of target and 125% for the General Counsel.
Over the past five fiscal years, ePlus reports returning over $108 million to shareholders through stock repurchases and over $19 million in fiscal 2026 cash dividends, for a total of more than $127 million. A quarterly dividend of $0.25 per share began in August 2025 and was increased to $0.27 per share on May 28, 2026. The board unanimously recommends voting for all four proposals.
Lutz John Mark reported acquisition or exercise transactions in this Form 4 filing.
ePlus inc. granted newly appointed director John Mark Lutz a restricted stock award of 309 shares of common stock. The shares were issued at no cash cost to him under the Company’s 2024 Non-Employee Director Long Term Incentive Plan.
The Restricted Shares are subject to a Restriction Period ending on the earlier of October 1, 2026, or the date of the next annual stockholder meeting following the grant. Under certain circumstances described in the plan, restrictions can lapse sooner or the shares can be forfeited and returned to the Company.
EPLUS INC director John Mark Lutz filed an initial Form 3 to report his beneficial ownership in the company’s Common Stock. The filing shows a holding entry with total direct ownership of 0 shares, creating a baseline disclosure of his position under insider reporting requirements.
ePlus inc. expanded its Board of Directors from eight to nine members and appointed John M. Lutz, 64, as a new director. His term runs until the next Annual Meeting of Shareholders, and he will serve on both the Audit Committee and the Compensation Committee.
The Board determined that Mr. Lutz qualifies as an independent director under Nasdaq rules. He will receive compensation consistent with the current program for independent directors, including a pro‑rated restricted stock grant under the ePlus 2024 Non-Employee Director Long-Term Incentive Plan. A press release announcing his appointment is filed as an exhibit.
ePlus inc. general counsel Erica Steinacker Stoecker acquired 7 shares of common stock through the company’s Employee Stock Purchase Plan. The shares were credited at a price of $70.7455 per share. Following this plan-related acquisition, she directly holds 7,397 common shares.
RAIGUEL DARREN S reported acquisition or exercise transactions in this Form 4 filing.
ePlus inc. chief operating officer Darren S. Raiguel reported routine equity compensation and an internal restructuring of his share holdings. On June 30, 2026, he received a grant of 70 shares of common stock at $70.7455 per share under the company’s Employee Stock Purchase Plan, a transaction described as exempt from Section 16(b) rules.
On July 2, 2026, Raiguel moved 15,488 shares of common stock from a personal account into the Darren S. Raiguel Trust for no consideration. After these transfers, the trust holds 71,236 shares, and Raiguel directly holds 35,427 shares. The filing states the trust is revocable and that Raiguel and his spouse are its sole trustees and beneficiaries, so he remains the beneficial owner of the shares.
ePlus inc. director and CEO Mark P. Marron reported an internal restructuring of his holdings. On July 2, he moved 25,562 shares of common stock from a personal account into the Mark P. Marron revocable trust for no consideration. After the transfer, he holds 56,713 shares directly and 169,360 shares indirectly through the trust, and remains the beneficial owner of all these shares.